TERMS AND CONDITIONS

These Terms and Conditions ("Terms") constitute a legally binding agreement between Nicsphere Saakar LLP ("Company," "we," "us") and you ("User," "Buyer," "you") governing your access to and use of the website at nicsphere.com and the B2B Buyer Portal (the "Platform"). By accessing the Platform, you agree to these Terms. If you are accessing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

These Terms must be read in conjunction with our Privacy Policy, which is incorporated herein by reference.

1. ELIGIBILITY AND REGISTRATION

This Policy applies to:

• • Registered business entities (companies, LLPs, partnerships, or proprietorships) engaged in the purchase of Nicotine USP liquid for lawful commercial purposes
• • Authorised representatives of such entities who are at least 18 years of age
• • Entities that hold all applicable licences, registrations, and approvals required by their jurisdiction for the import, handling, and use of nicotine products

We reserve the right to verify your credentials, licences, and compliance status before granting or maintaining Portal access. Providing false information during registration will result in immediate account termination and may be reported to relevant authorities.

2. NATURE OF PRODUCTS

Nicsphere Saakar LLP manufactures Nicotine USP liquid, a pharmaceutical-grade substance. By registering on the Buyer Portal, you acknowledge and represent that:

• • You and your organisation are fully aware of the nature, properties and regulatory classification of Nicotine USP liquid
• • You hold all necessary licences, import permits, excise registrations and other regulatory approvals for handling nicotine in your jurisdiction
• • You will use the products only for lawful commercial purposes and in strict compliance with all applicable laws
• • You will not resell or supply the products to any entity that does not hold appropriate regulatory clearances

We reserve the right to refuse or cancel any order if we have reason to believe it will result in non-compliant use of our products.

3. BUYER PORTAL ACCESS

Upon successful registration and verification, authorised Buyers are granted a limited, non-exclusive, non-transferable licence to access the Buyer Portal for the purpose of placing orders, tracking shipments, accessing invoices, and communicating with our sales team.

You are responsible for:

• • Maintaining the confidentiality of your Portal login credentials
• • All activities conducted under your account
• • Notifying us immediately at info@nicsphere.com if you suspect any unauthorised access

We may suspend or terminate Portal access at our sole discretion if we detect misuse, breach of these Terms, or non-compliance with applicable laws.

4. ORDERS AND CONTRACTS

Orders placed through the Buyer Portal constitute an offer to purchase subject to our acceptance. A binding contract of sale is formed only upon our written order confirmation. We reserve the right to reject any order without liability.

All sales are subject to:

• • Our standard commercial terms as communicated in the order confirmation
• • Applicable Indian export laws and the buyer's country's import regulations
• • Successful completion of any required compliance checks

5. PRICING AND PAYMENT

Prices quoted on the Portal are in the currency specified and are exclusive of applicable taxes, duties, and freight unless stated otherwise. We reserve the right to revise prices at any time without notice, provided that prices confirmed at the time of order acceptance will be honoured for that order.

Payment terms, methods and currency are as agreed in the applicable commercial agreement or as stated in the order confirmation. Late payments may attract interest as per applicable law and our commercial terms.

6. INTELLECTUAL PROPERTY

All content on the Platform – including but not limited to text, product specifications, technical documents, logos, graphics, software, and code – is the exclusive property of Nicsphere Saakar LLP or its licensors and is protected under applicable intellectual property laws in India and internationally.

You may not:

• • Reproduce, copy, or redistribute any Platform content without our prior written consent
• • Use our trademarks, trade names, or branding without authorisation
• • Reverse-engineer, decompile, or attempt to extract source code from any part of the Platform
• • Create derivative works based on our proprietary materials

7. PROHIBITED USE

In addition to any jurisdiction-specific restrictions, you must not use the Platform to:

• • Violate any applicable local, national, or international law or regulation
• • Circumvent or assist others in circumventing any regulatory control on nicotine products
• • Submit fraudulent orders or misrepresent your identity or compliance status
• • Introduce malware, viruses, or any malicious code
• • Conduct automated scraping or data extraction
• • Gain or attempt to gain unauthorised access to restricted areas of the Platform or our systems
• • Engage in any activity that interferes with or disrupts the Platform or its underlying infrastructure

8. CONFIDENTIALITY

Both parties acknowledge that in the course of using the Platform and conducting business, each may have access to information that is proprietary and confidential to the other party, including but not limited to pricing, product formulations and business data.

Each party agrees to:

• • Hold the other party's confidential information in strict confidence
• • Use such information solely for the purpose of the commercial relationship
• • Not disclose confidential information to third parties without prior written consent, except as required by law

This obligation survives termination of these Terms for a period of five (5) years.

9. DISCLAIMER OF WARRANTIES

The Platform and associated services are provided "as is" and "as available." To the fullest extent permitted by applicable law, Nicsphere Saakar LLP disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free or free from security vulnerabilities.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Nicsphere Saakar LLP and its partners, officers, employees, and agents shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to your use of the Platform or our products, even if advised of the possibility of such damages.

Our total cumulative liability to you for any claim arising under these Terms shall not exceed the value of the specific order giving rise to the claim or INR 1,00,000 (Indian Rupees One Lakh), whichever is lower. Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence or any liability that cannot be excluded under applicable law.

11. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Nicsphere Saakar LLP, its partners, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from:

• • Your use of the Platform or our products in violation of applicable law
• • Your breach of these Terms
• • Your failure to hold required licences or regulatory approvals
• • Third-party claims related to your resale or supply of our products

12. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, regulatory changes, pandemics, supply chain disruptions or failures of third-party infrastructure. The affected party shall notify the other promptly and shall use reasonable efforts to resume performance as soon as possible.

13. REGULATORY COMPLIANCE

Both parties are independently responsible for ensuring compliance with all applicable laws and regulations governing the manufacture, sale, transport, import and use of nicotine products in their respective jurisdictions. Nothing in these Terms constitutes legal, regulatory or compliance advice. You are solely responsible for obtaining and maintaining all necessary licences and approvals.

14. TERMINATION

We may suspend or terminate your Portal access and/or any pending orders, with or without notice, if:

• • You breach any provision of these Terms
• • We have reason to believe you are not in compliance with applicable laws
• • You fail to maintain required licences or regulatory clearances
• • We discontinue the Portal or any part thereof

Termination does not affect any rights or obligations that arose prior to termination. Clauses relating to intellectual property, confidentiality, limitation of liability, indemnification and governing law survive termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by and construed in accordance with the laws of India.

In the event of any dispute, the parties shall first attempt to resolve the matter amicably through good-faith negotiation. If the dispute is not resolved within 30 days, it shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Ahmedabad, India and proceedings shall be conducted in English.

Notwithstanding the above, either party may seek interim injunctive or equitable relief from a court of competent jurisdiction. The courts of Ahmedabad, Gujarat, India shall have exclusive jurisdiction for any matters not subject to arbitration.

16. AMENDMENTS

We reserve the right to amend these Terms at any time. Amended Terms will be posted on the Platform with an updated effective date. Continued use of the Platform after posting constitutes acceptance of the revised Terms. We recommend reviewing this page regularly.

17. SEVERABILITY AND WAIVER

If any provision of these Terms is found to be invalid or unenforceable, it shall be severed from the remaining Terms, which shall remain in full force and effect. Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it in the future.

18. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any applicable commercial agreement or order confirmation, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior negotiations representations, and understandings.

19. CONTACT

For any queries relating to these Terms: